$1.65 billion proposed senior unsecured notes issue. The company intends to use the proceeds to partially fund the recently announced acquisition of rights to about 7,200 T-Mobile USA wireless towers. At the same time, we revised the recovery rating on subsidiary Crown Castle Operating Co.'s credit facilities to '3' from '4'. The '6' recovery rating reflects our expectations for negligible (0%-10%) recovery of principal in the event of payment default and the '3' recovery rating reflects expectations for meaningful (50%-70%) recovery. The issue-level rating on the credit facilities remains 'B+'. All other ratings on the company and its related entities remain unchanged.

The revision to the recovery rating on the credit facilities reflects our assumption under our default scenario that there will be a larger pool of unencumbered assets due to the additional of the T-Mobile towers. In our recovery analysis, we assume that a limited number of the T-Mobile towers remain unencumbered, with the rest used as collateral for future debt issuances.

On Oct. 2, 2012, were revised our rating outlook on Crown Castle to stable from positive as a result of our expectation of high leverage associated with the T-Mobile tower transaction. We also affirmed our 'B+' corporate credit rating and all issue-level ratings on the company. (For more information and the complete corporate credit rating rationale, see the research update on Crown Castle, published Oct. 2, 2012, on RatingsDirect.)

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